EXPLANATORY NOTE
Teledyne Technologies Incorporated (“Teledyne”) previously filed a Current Report on Form 8-K on May 14, 2021 (the “Initial Report”) to report the completion of the Company’s acquisition of FLIR Systems, Inc. (“FLIR”), pursuant to the terms of the Agreement and Plan of Merger, dated as of January 4, 2021, by and among Teledyne, Firework Merger Sub I, Inc., Firework Merger Sub II, LLC and FLIR.
The purpose of this Current Report on Form 8-K/A (the “Amended Report”) is to amend Items 9.01(a) and 9.01(b) of the Initial Report to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K that were previously omitted from the Initial Report as permitted by Item 9.01(a)(3) and 9.01(b)(2). This Amended Report does not amend any other item of the Initial Report and all other information previously reported in or filed with the Initial Report is hereby incorporated by reference to this Amended Report. This Amended Report should be read in connection with the Initial Report.
The pro forma financial information included in this Amended Report has been presented for informational purposes only, as required by Form 8-K, and is not intended to, and does not purport to, represent what Teledyne’s actual results or financial condition would have been had the acquisition been completed as of the dates indicated or will be for any future periods.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
FLIR’s audited consolidated balance sheets as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, the related notes, and the report of KPMG LLP, independent registered accounting firm, dated February 25, 2021, included in Item 8 of FLIR’s (File No. 000-21918) Annual Report on Form 10-K filed with the SEC on February 25, 2021 are (i) incorporated herein by reference, and (ii) incorporated by reference as Exhibit 99.1 to this report.
FLIR’s unaudited consolidated balance sheet as of March 31, 2021 and 2020, the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three months ended March 31, 2021 and 2020, and the related notes are (i) incorporated herein by reference, and (ii) incorporated by reference as Exhibit 99.2 to this report.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of Teledyne as of and for the year ended January 3, 2021, giving effect to the acquisition of FLIR, which are included in the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) filed with the SEC on April 12, 2021 in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 160 of the Joint Proxy Statement/Prospectus, are (i) incorporated herein by reference, and (ii) incorporated by reference as Exhibit 99.3 to this report.
The unaudited pro forma condensed combined financial information of Teledyne, giving effect to the acquisition of FLIR, as of and for the three months ended April 4, 2021, are (i) incorporated herein by reference, and (ii) incorporated by reference as Exhibit 99.4 to this report.
